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Please consult the prospectus supplement for this
offering for a full recitation of risk factors for this offering. If any of the risks contained in or incorporated by reference into the prospectus supplement or the accompanying prospectus develop into actual events, our business, financial
condition, liquidity or our prospectus could be materially and adversely affected, we may be unable to timely pay the interest on the Notes, and the value thereof could decline, and you may lose all or part of your investment. In addition, new risks
may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our financial performance. Some statements in the prospectus supplement, including statements within the risk factors, may constitute
forward-looking statements. See the “Forward-Looking Statements” and “Risk Factors” sections in the prospectus supplement, the accompanying prospectus, and in our regular filings with the SEC for additional risks, which may
affect us or the Notes.
• Our business has been, and in the future could be further, adversely affected by the recent
coronavirus outbreak.
• There will initially be no public market for the Notes as we do not intend to apply for listing on
Nasdaq until after the Termination Date, and even after listing, if achieved, a liquid secondary trading market may not develop and the features of the Notes may not provide you with favorable liquidity options.
• The Notes will not be
rated.
• The Notes will be
unsecured and therefore will be effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future and will rank pari passu with, or equal to, all outstanding and future unsecured, unsubordinated indebtedness
issued by and us and our general liabilities (total liabilities, less debt).
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• The Notes will be structurally subordinated to the indebtedness and other liabilities of our
subsidiaries.
• The
indenture under which the Notes will be issued will contain limited protection for holders of the Notes.
• If we default on our obligations to pay our other indebtedness, we may not be able to make
payments on the Notes.
• We
may not sell all of the Notes offered.
• The Notes will bear a risk of redemption by us.
• Your option to tender your
Notes for redemption is subject to the continuation of the redemption program, which may be terminated by our Board of Directors at any time in its sole discretion, the availability of funds and compliance with applicable law.
• If you elect to exercise the
option to have us redeem your Notes, the cash payment that you receive as a result of your optional redemption will be a substantial discount to the price that you paid for the Notes in this offering.
• Holders of the Notes will be
subject to inflation risk.
• An investment in the Notes bears interest rate risk.
• Holders of Notes will have no
control over changes in our policies and operations and have extremely limited voting rights.
• Our management will have broad discretion in the use of the net proceeds from this offering and
may allocate the net proceeds from this of fering in ways that you may not approve.
• We may be unable to invest a significant portion of the net proceeds of this offering or other
capital sources on acceptable terms.
• Gladstone Securities, the dealer manager in this offering, is our affiliate, and we established
the offering price and other terms for the Notes pursuant to discussions between us and Gladstone Securities.
• If you fail to meet the fiduciary and other standards under ERISA or the Code as a result of an
investment in this offering, you could be subject to liability and civil or criminal penalties.
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